Twitter sues to force Musk to complete $44-billion acquisition


Twitter sued billionaire Elon Musk over his abandoned $44-billion takeover offer, accusing the billionaire of having buyer’s remorse after his fortune declined.

Lawyers for Twitter told a Delaware judge that the world’s richest man failed to honor his agreement to pay $54.20 a share for the San Francisco social media platform. Musk abandoned the deal Friday, citing in part concerns about the number of fake accounts among users.

The filing sets up what will be a closely watched court battle between Musk and Twitter, a communications tool that the billionaire favors but where his missives have previously gotten him into legal trouble. The lawsuit hit back at a number of Musk’s claims, saying that Twitter “has bent over backwards” to provide Musk with the information he requested.

“Having mounted a public spectacle to put Twitter in play, and having proposed and then signed a seller-friendly merger agreement, Musk apparently believes that he — unlike every other party subject to Delaware contract law — is free to change his mind, trash the company, disrupt its operations, destroy stockholder value and walk away,” Twitter said in its filing.


Twitter Chairman Bret Taylor said last week that the company planned to pursue legal action against Musk, and in a letter released Monday, its lawyers called the deal termination “invalid and wrongful.”

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Musk backed out of the deal to buy the platform Friday, saying in a regulatory filing that the company has made “misleading representations” over the number of so-called spam bots on the service. Twitter hasn’t “complied with its contractual obligations” to provide information about how to assess how prevalent the bots are on the social media service, Musk said in a letter to Twitter that was included in the regulatory filing.

Musk also argued that Twitter has failed to maintain its normal course of business operations. The company instituted a hiring freeze, fired senior leaders and saw other major departures. “The company has not received parent’s consent for changes in the conduct of its business, including for the specific changes listed above,” Musk said in the letter, calling it a “material breach” of the merger agreement.

Twitter said it provided Musk, co-founder of electric-car maker Tesla Inc., with “the full ‘firehose’ data set that he has been mining for weeks,” handing the billionaire “granular monthly reporting identifying each of the sampled accounts by ‘user id’ and the determination as to whether the account was false or spam, along with the calculations supporting Twitter’s estimates, going back to January 1, 2021.”

The company called Musk’s stated reasons for withdrawing “a model of bad faith.”